SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Sagimet Biosciences Inc. [ SGMT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 07/18/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/18/2023 | D(1) | 38,763 | D | (1) | 0 | I | See footnote(2) | ||
Series A Common Stock | 07/18/2023 | A(1) | 38,763 | A | (1) | 38,763 | I | See footnote(2) | ||
Series A Common Stock | 07/18/2023 | C(3) | 1,860,712 | A | (3) | 1,899,475 | I | See footnote(2) | ||
Series A Common Stock | 07/18/2023 | C(3) | 84,768 | A | (3) | 84,768 | D(4) | |||
Series A Common Stock | 07/18/2023 | P | 46,875 | A | $16 | 46,875 | I | By trust(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (3) | 07/18/2023 | C(3) | 539,006 | (3) | (3) | Series A Common Stock | 6,781 | $0 | 0 | I | See footnote(2) | |||
Series B Preferred Stock | (3) | 07/18/2023 | C(3) | 493,370 | (3) | (3) | Series A Common Stock | 6,208 | $0 | 0 | I | See footnote(2) | |||
Series B-1 Preferred Stock | (3) | 07/18/2023 | C(3) | 8,596,590 | (3) | (3) | Series A Common Stock | 108,163 | $0 | 0 | I | See footnote(2) | |||
Series C Preferred Stock | (3) | 07/18/2023 | C(3) | 8,596,589 | (3) | (3) | Series A Common Stock | 108,163 | $0 | 0 | I | See footnote(2) | |||
Series D Preferred Stock | (3) | 07/18/2023 | C(3) | 6,103,580 | (3) | (3) | Series A Common Stock | 76,796 | $0 | 0 | I | See footnote(2) | |||
Series E Preferred Stock | (3) | 07/18/2023 | C(3) | 6,737,254 | (3) | (3) | Series A Common Stock | 84,768 | $0 | 0 | D(4) | ||||
Series E Preferred Stock | (3) | 07/18/2023 | C(3) | 103,127,234 | (3) | (3) | Series A Common Stock | 1,297,549 | $0 | 0 | I | See footnote(2) | |||
Series F Preferred Stock | (3) | 07/18/2023 | C(3) | 20,430,107 | (3) | (3) | Series A Common Stock | 257,052 | $0 | 0 | I | See footnote(2) | |||
Stock Option (Right to Buy) | $6.36 | 07/18/2023 | D(1) | 23,216 | (6) | 04/28/2029 | Common Stock | 23,216 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $6.36 | 07/18/2023 | A(1) | 23,216 | (6) | 04/28/2029 | Series A Common Stock | 23,216 | $0 | 23,216 | D |
Explanation of Responses: |
1. Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Common Stock was reclassified into one share of Series A Common Stock. |
2. Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. |
3. Upon closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 79.4784-to-one basis into shares of the Issuer's Series A Common Stock. The Preferred Stock had no expiration date. |
4. Shares held directly by the Reporting Person. Such shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". |
5. Shares held by the Seidenberg/Vogel Revocable Trust UA 3/6/03, of which the Reporting Person serves as a trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. |
6. The shares underlying this option are fully vested and exercisable as of the date hereof. |
/s/ Dennis Hom, Attorney-in-Fact | 07/20/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |